SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wolfson Morris
(Last) (First) (Middle)
ONE STATE STREET PLAZA
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NESS TECHNOLOGIES INC [ NSTC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value per share 10/04/2004 C 2,135,048 A $0 7,492,634 I(1) By Nesstech LLC
Common Stock, $.01 par value per share 10/04/2004 S 2,135,048 D $11.16 5,357,586 I(1) By Nesstech LLC
Common Stock, $.01 par value per share 11,988 I By Chana Sasha Foundation(2)
Common Stock, $.01 par value per share 11,988 I By Morris Wolfson Family LP(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Convertible Preferred Stock $0.00 10/04/2004 C 1,833,315 (4) (5) Common Stock, $.01 par value per share 1,833,315 $0 0 I By Nesstech LLC
1. Name and Address of Reporting Person*
Wolfson Morris
(Last) (First) (Middle)
ONE STATE STREET PLAZA
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Nesstech LLC
(Last) (First) (Middle)
ONE STATE STREET PLAZA
(Street)
NEW YORK NY 10004
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form is filed jointly by Morris Wolfson and Nesstech LLC ("Nesstech"). Mr. Wolfson is a director of the Issuer and is deemed to be a 10% owner of the Issuer and Nesstech is a 10% owner of the Issuer. These securities are owned directly by Nesstech, and owned indirectly by Mr. Wolfson by virtue of his position as the sole manager of Nesstech. Mr. Wolfson disclaims beneficial ownership of the shares owned by Nesstech except to the extent of his pecuniary interest therein.
2. These shares are owned by the Chana Sasha Foundation, of which Mr. Wolfson is president. Nesstech disclaims beneficial ownership of these shares and Mr. Wolfson disclaims beneficial ownership of these shares except to the extent of his equity interest therein.
3. These shares are owned by the Morris Wolfson Family LP, a family limited partnership of which Arielle Wolfson, Mr. Wolfson's wife, is the general partner. Nesstech disclaims beneficial ownership of these shares and Mr. Wolfson disclaims beneficial ownership of these shares except to the extent of his equity interest therein.
4. The Class C Convertible Preferred Stock held by the Reporting Person is convertible at any time at the request of the Reporting Person, and is automatically converted upon the occurrence of certain events. Each share of Class C Convertible Preferred Stock converts into one share of common stock. However, if an IPO occurs, each share of Class C Convertible Preferred Stock may be convertible into more than one share of common stock, pursuant to the provisions of Class C Convertible Preferred Stock certificate of designations.
5. Not applicable.
Remarks:
By: /s/ Yaron Garmazi - Attorney in Fact 10/06/2004
By: /s/ Yaron Garmazi - Attorney in Fact 10/06/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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